Terms of Use
TERMS OF USE
PREPHASE SOFTWARE
Last updated: June 2, 2026
Please read these Terms of Use (“Terms”) carefully. These Terms govern the use of Prephase software, which enables environmental risk analysis, is owned by PREPHASE INC. (the “Company”), and is available on the website [www.prephase.ca] (the “Website”) (the “Software”).
These Terms govern your use of the Software and the Website and therefore constitute an agreement between you and the Company. Each time you access the Website, create an account, or use the Software, you agree to comply with these Terms, acknowledge that you have read and understood them, and represent that you are legally authorized to enter into this agreement. You should therefore carefully read all of the terms and conditions set out below before proceeding, as your access to and use of the Software are subject to these Terms.
If you do not agree to each and every provision of these Terms, you are not authorized to access or use the Software.
The Company may amend these Terms from time to time by updating them on the Website. Any amendment will take effect as of the “Last Updated” date indicated above. Notwithstanding the foregoing, if an amendment affects your rights, the Company will provide you with notice of the new version of the Terms by email, through a notification when you access your account, or by any other means of communication. If you do not agree to the amendments, you must immediately cease accessing and using the Software. Your continued use of or access to the Software following the posting of the updated Terms, and notice thereof where applicable, constitutes your acceptance of such updated Terms.
Finally, any failure on your part to comply with these Terms may result in the termination of your User account (as defined below) or in your access to or use of all or any part of the Software, the Website, or the Content being prohibited or restricted, at the sole discretion of the Company.
1 INTERPRETATION
In addition to the terms and expressions defined elsewhere in the Terms, the following words and expressions, when capitalized in the Terms or in any documentation subordinate thereto, shall, unless the context expressly or implicitly indicates otherwise, have the meanings ascribed to them below:
« Improvements » means all updates, upgrades, corrections, modifications, translations, versions, derivative works, and enhancements;
« Database » means all Data and Information accumulated in or generated by the Software, including any updates to the Data;
« Content » means any material, content, item, text, document, table, map, tab, functionality, interface, photograph, image, data, database, comment, information, and any other similar elements, including the manner in which the foregoing is presented, made available to Users on the Website or through the Software;
« Client » (or « you ») means either (i) a User, or (ii) any person, whether an individual or a legal entity, partnership, or association, that holds a subscription and authorizes and manages individual User access according to the number of accesses permitted under the subscription;
« Source Code » means, with respect to the Software, a complete copy of the source code version of such Software in machine-readable form and on a medium suitable for long-term storage, which, when compiled, produces an executable version of the Software;
« User Documentation » means, with respect to the Software, (i) any information required, including information necessary to enable the Client to use the Software, (ii) documents available online (e.g., the Cybersecurity Policy, guides, etc.), and (iii) any other documentation that the Company may from time to time deem useful, including the table setting out the various subscriptions and the fees associated with the different uses of the Software available to a Client;
« Data » means publicly available and accessible data collected online by the Company (for example, from government departments, agencies, registries, and associations);
« Fess » means the various prices applicable, as the case may be, (i) to a single use of the Software (issuance of a Report), (ii) to a package purchase, or (iii) to a subscription purchase, as detailed in the User Documentation;
« Information» means the information obtained from the User through the User’s responses to the questions asked by the Software regarding a site or property under assessment in order to generate the Report;
« Software » means all computer programs, algorithms, and software components in object code, Source Code, or other formats created, developed, and owned by the Company for the SaaS software known as “Préphase,” available on the Website, which provides a solution for environmental risk analysis through an automated and innovative approach to combining risks, including the generation of a Report;
« Cybersecurity Policy » means the Company’s data security policy relating to the Software, available online on the Website, including any subsequent versions thereof, as may be amended from time to time by the Company at its sole discretion;
« Intellectual Property » means any asset protectable by contract, including know-how, trade and industrial secrets, inventions, prototypes, and other similar assets, as well as any asset protectable under applicable law relating, in particular, to patents, copyrights, and trademarks, and includes, with respect to each of the foregoing, (i) all Improvements, (ii) goodwill, (iii) all applications seeking recognition of intellectual property rights in such assets before public authorities, including, without limitation, the Canadian Intellectual Property Office (“CIPO”), and (iv) all rights to pursue any action at law or in equity for any infringement of the foregoing, including the right to damages and any applicable interest;
« Report(s) » means the document analyzing the overall risk level of a site or property under assessment, using four (4) objective levels (none, low, medium, high), generated by the Software solely on the basis of the Database available at the time the Report is issued;
« Personal Information » means any information concerning an individual that directly or indirectly allows the individual to be identified;
« Representative(s) » means the employees, independent contractors, subcontractors, suppliers, consultants, and representatives of a Party;
« User(s) » means any individual who is authorized to view, access, or use the Software through their account and unique access code created within the Software; and
In addition to the terms and expressions defined in the paragraph above, other terms and expressions may be defined elsewhere in the Terms, in which case they shall have the meaning expressly assigned to them in the applicable section, paragraph, or subparagraph of the Terms.
2 REGISTRATION AND ACCESS
To access the Software, each User must create an account with a separate and unique access code. Account creation requires two-factor authentication using the email address provided by the User. The Company reserves the right to verify the validity of the information provided by the User when creating their account.
Upon registration or in response to any other request for information necessary for the proper operation of the Software, the Client agrees to provide true, accurate, current, and complete information and to keep such information regularly updated. If false, inaccurate, outdated, or incomplete information is provided, the Company reserves the right to terminate or restrict access to the account and to deny any future access to the Software.
Each User is responsible for maintaining the confidentiality of their username and password, as well as for all actions carried out through the Software. Notwithstanding the foregoing, the Client remains responsible for managing the number of permitted accesses in accordance with an active subscription.
3 FEES AND USE
All Fees set out on the Website are in Canadian currency and exclude the Goods and Services Tax (GST), the Québec Sales Tax (QST), and any other taxes applicable to such amounts imposed by public authorities.
The User will not be able to request or obtain a Report unless the applicable Fees have been paid through the User’s or Client’s account. In consideration of the Client’s payment of the Fees, and subject to compliance with the terms and conditions of these Terms, the Company grants the User a personal, limited, non-perpetual, revocable, non-assignable, non-transferable, and non-exclusive licence to the Software within the territory of Québec, solely for the purposes of accessing, viewing, and using the Software and the Content, including for the purpose of obtaining Reports.
The Client agrees to use the Report as a confidential and personal document and not to make it public, copy it, in whole or in part, modify or adapt its content, or share or disclose it to third parties for commercialization or for any purpose other than those for which the Company issues this type of Report. It is strictly prohibited, at all times, to remove any intellectual property, confidentiality, or content warranty notices contained in the Report.
All rights not expressly granted herein are strictly reserved by the Company. In connection with their use of the Software, the Client and each User agree not to (or to help, collaborate with, or assist any third party in any manner whatsoever in doing so), in whole or in part:
act in any manner that constitutes or encourages the commission of a criminal or civil offence or an infringement of Intellectual Property rights, or otherwise in any manner that violates any applicable law or regulation;
use the Website, the Software, their Content, or a Report in a manner that constitutes or could constitute a material adverse change to the image or reputation of the Company or otherwise cause harm to the Company, including by engaging in conduct that could shock, offend, or bring the Company into contempt or disrepute, or otherwise engaging in any conduct or act to that effect.
create or participate in the creation of a website, software, application, or other similar product that reproduces, in whole or in part, the Website, the Software, the Content, or any Intellectual Property of the Company. For greater certainty, the Company does not grant the Client any right to access the Source Code or object code, nor any right to reproduce, modify, adapt, translate, create derivative works from, decompile, disassemble, or reverse engineer any element of the Company’s Intellectual Property;
commit any act that may compromise the cybersecurity of the service or of other Clients and Users. This includes interfering with or disrupting the Website or the Software, the services, servers, or connected networks, or storing or transmitting files or data containing viruses, programs designed to erase data from memory, or any other harmful or malicious code;
use the Website, the Software, their Content, or a Report to transmit any communication that, in the opinion of a reasonable person, constitutes advertising, a commercial offer, spam, or any form of solicitation;
use any system or mechanism designed to enable the external indexing of the Website, the Software, the Content, or the Database, including robots, spiders, other indexing tools, or any other means of deep exploration of the Website or the Software;
share, disseminate, transmit, or otherwise input Information that is false, misleading, or incomplete, or that infringes the rights of a third party; and
use the Report for the purpose of selling, exchanging, distributing, publishing, disseminating, or otherwise commercializing it, or use the Report for public, commercial, or non-personal purposes, in whole or in part, or otherwise use it in any manner inconsistent with these Terms, whether for consideration or free of charge.
4 CONFIDENTIALITY AND PERSONAL INFORMATION
The Company agrees to take reasonable measures to keep the Information confidential. Information that is publicly known or that was known to the Company prior to its disclosure by the Client shall not be considered confidential. The Client consents to the history of Report requests being retained in their personal account for as long as the account remains active, and thereafter in the Database, all in accordance with the Privacy Policy.
The Company and the Client agree to comply at all times with applicable law, including laws relating to privacy and the protection of Personal Information, as well as the Privacy Policy.
The Client acknowledges that the Company may disclose Personal Information and Information to its affiliates, their directors and shareholders, its Representatives, agents, service providers, and other trusted third parties that require such Personal Information and Information to assist the Company in carrying out and protecting its business activities or in providing the User and the Client with services related to the Software, including verifying the accuracy of information obtained from the Client, all in accordance with applicable law. Although the Company seeks to avoid disclosing the Client’s Personal Information to third parties, the Company may engage service providers to perform various services on its behalf, such as information technology management and security, marketing, payments, as well as data analysis, hosting, and storage. The User’s Personal Information and Information may therefore be stored on the servers or at the offices of third parties, including service providers, and may be accessed by such third parties’ personnel in the performance of their duties. The Company does not sell, trade, or otherwise disclose the User’s or Client’s Personal Information to third parties, subject to the exceptions provided by applicable law.
5 INTELLECTUAL PROPERTY
The Client understands and agrees that the Company is and shall remain the exclusive owner of all rights, title, and interest in and to its Intellectual Property, including the Software, the Content, the Database, and the User Documentation. The disclosure, provision, or use of any Information, Data, or element of Intellectual Property, these Terms (including the licence to use the Software), or the relationship between the Parties shall not be construed as assigning, granting, conferring, or licensing to the Client any right whatsoever in or to the Company’s Intellectual Property. For greater certainty, the Company grants no right to access the Source Code or object code, nor any right to reproduce, modify, adapt, translate, create derivative works from, decompile, disassemble, or reverse engineer any element of Intellectual Property.
The Client understands and agrees that all Improvements to the Software, including any Improvements resulting from the Client’s use of the Software, including the disclosure of Information, shall be the exclusive property of the Company, including the Database. For greater certainty, the Company and its affiliates may use the Information for any purpose, including commercial purposes.
6 WARRANTY AND LIMITATIONS OF LIABILITY
The Client understands that the Report is generated exclusively using the Information and Data available at the time the Report is issued. Although the Company has no obligation to update the Data, the Company takes reasonable measures to update the Data on a monthly basis.
To the extent permitted by applicable law, including consumer protection laws, the Client understands and agrees that the Company makes no warranties, express or implied, statutory or contractual, of any kind whatsoever with respect to the Website and the Software. Without limiting the generality of the foregoing, the Software is made available and the Reports are provided “AS IS,” including with respect to any actual or anticipated financial or non-financial outcome, whether positive or otherwise, resulting or potentially resulting from the Software or its use, including the interpretation of the Report. Although the Company uses reasonable efforts to ensure that the Software, including its Content and Data, is accurate and reliable, the Company, its affiliates, and their directors, shareholders, and Representatives make no representations as to the availability, suitability, effectiveness, accuracy, completeness, or reliability of the Reports or the Data.
The Company shall not be held liable for any suspension or discontinuation of services or access to the Software, any interruption or cancellation of a real estate transaction, any data breach involving data hosted on a third-party website, or any misuse or use of the Software by the Client that is improper, unauthorized, or otherwise not permitted (including any use that does not comply with the User Documentation).
To the extent permitted by applicable law, including consumer protection laws, in no event shall the Company, its affiliates, or their directors, shareholders, and Representatives be liable, and the Client irrevocably and unconditionally waives any claim against the Company, its affiliates, or their directors, shareholders, and Representatives, for any special, indirect, consequential, or punitive damages (including loss of revenue or profits, loss of data, loss of business opportunities, amounts payable to third parties, etc.) arising out of or in connection with the performance of these Terms, except in the event of gross fault or gross negligence on the part of the Company. To the extent permitted by applicable law, including consumer protection laws, the liability of the Company, its affiliates, and their directors, shareholders, and Representatives shall, in all cases, be limited to the monetary amount of the Fees paid by the User in connection with the claim.
7 INDEMNIFICATION
The Client agrees at all times to indemnify, defend, and hold harmless the Company, its affiliates, and their directors, shareholders, and Representatives (collectively, the “Indemnified Parties”) from and against any and all actions, proceedings, costs, claims, damages, demands, liabilities, and expenses of any kind whatsoever (including, without limitation, legal fees and expenses) suffered, incurred, or paid by the Indemnified Parties, directly or indirectly, in connection with the use of the Software, the Content, or the Report by the Client or its Representatives. The Client agrees to provide assistance and cooperate, when reasonably requested by the Indemnified Parties, in the defence of any such claim or demand..
8 DURATION AND TERMINATION FO THE LICENCE
The Licence shall remain in effect for as long as the Client has an active User account and pays the Fees required to use the Software.
The Company reserves the right, at its sole discretion, to limit or suspend access to all or any part of the Website or the Software without prior notice and without the Company being held liable for such limitation or suspension, if the Company is of the opinion that the Client has failed in any manner to comply with these Terms.
The Company may terminate these Terms without prior notice, at its sole discretion, if the Company is of the opinion that the Client has breached any provision of these Terms. This provision shall in no way deprive the Company of any rights or remedies available to it under applicable law in the event of a breach of these Terms by the Client. The Company reserves the right, at its sole discretion, to initiate legal proceedings in the event of any unauthorized or fraudulent use of the Website or the Software.
The Company may terminate these Terms at its sole discretion by providing any Client with thirty (30) days’ prior notice of termination.
The Company reserves the right, without giving rise to any right to compensation of any kind and without being held liable, to discontinue the service or availability of the Website or the Software, temporarily or for an extended period, in whole or in part, during a subscription term, including for the purpose of updating or modifying its Content or Database, performing maintenance or implementing software (or other similar products), maintaining or implementing equipment, or for any other reason whatsoever.
In all such cases of termination of these Terms, or in any case of suspension, withdrawal, or limitation of access, the Company may deactivate the access code associated with the relevant User account. The Client shall only be entitled to a refund of Fees already paid to the Company for unused rights to request the issuance of Reports.
If these Terms are terminated in any manner whatsoever, these Terms shall nevertheless continue to apply to and bind the Client and its Representatives with respect to their prior use of the Software, and the Company may continue to use the Information and Personal Information in accordance with applicable law, these Terms, and the Privacy Policy, as amended from time to time.
9 GENERAL PROVISIONS
Governing Law and Jurisdiction. These Terms shall be interpreted and enforced in accordance with the laws of the Province of Québec and the federal laws of Canada applicable therein, without regard to any conflict of laws rules or principles. To the extent permitted by applicable law, including consumer protection laws, the Company and the Client irrevocably submit to the exclusive jurisdiction of the courts of the judicial district of Québec, Province of Québec, with respect to any action or legal proceeding relating to these Terms.
Waiver. The Company’s failure to exercise any of its rights under these Terms, regardless of the duration, significance, or frequency of such forbearance, shall not be construed as an abandonment or waiver of (i) any right or privilege that the Company may have under these Terms or (ii) the Company’s right to subsequently enforce, at any time, the terms and conditions of these Terms..
Severability. If any provision of these Terms is held to be invalid or unenforceable, such provision shall, where possible, be interpreted, limited or, if necessary, severed so as to eliminate such invalidity or unenforceability. In such event, all other provisions of these Terms shall remain in full force and effect and continue to bind the Client.
10 CONTAC PREPHASE
For any questions or comments, any User may contact the Company at the following address: